Filed by: Bergen Brunswig Corporation. This
Communication is filed pursuant to Rule 425
under The Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934.
Subject Company: AmerisourceBergen Corporation
Commission File Number: 333-61440
FORWARD-LOOKING STATEMENTS
The following communications contain certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements
herein include statements addressing future financial and operating results of
AmeriSource and Bergen Brunswig and the timing, benefits and other aspects of
the proposed merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: inability to
obtain, or meet conditions imposed for, governmental approvals for the
transaction; failure of the stockholders of AmeriSource and Bergen Brunswig to
approve the merger; the risk that the businesses of AmeriSource and Bergen
Brunswig will not be integrated successfully; failure to obtain and retain
expected synergies; and other economic, business, competitive and/or regulatory
factors affecting the businesses of AmeriSource and Bergen Brunswig generally.
More detailed information about these factors is set forth in AmeriSource's and
Bergen Brunswig's filings with the Securities and Exchange Commission, including
each of their Annual Reports on Form 10-K for fiscal 2000 and their most recent
quarterly reports on Form 10-Q. AmeriSource and Bergen Brunswig are under no
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION
In connection with their proposed merger, AmerisourceBergen, together with
AmeriSource and Bergen Brunswig, filed a joint proxy statement/prospectus with
the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by AmerisourceBergen (as well as by AmeriSource and Bergen
Brunswig) at the Securities and Exchange Commission's web site at www.sec.gov.
The joint proxy statement/prospectus and such other documents may also be
obtained for free from AmeriSource or from Bergen Brunswig by directing such
request to AmeriSource Health Corporation, General Counsel, 1300 Morris Drive,
Suite 100, Chesterbrook, Pennsylvania 19087-5594, Telephone: (610) 727-7000; or
to Bergen Brunswig Corporation, Attention: Corporate Secretary, 4000
Metropolitan Drive, Orange, California 92868-3510, Telephone: (714) 385-4000.
[AmeriSource Logo] [Bergen Brunswig Corporation Logo]
Contact: Michael N. Kilpatric Donna Dolan
610-727-7118 714-385-4226
mkilpatric@amerisource.com donna.dolan@bergenbrunswig.com
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FEDERAL TRADE COMMISSION ENDS REVIEW
OF THE PROPOSED AMERISOURCE AND BERGEN BRUNSWIG MERGER
VALLEY FORGE, Pa., and Orange, Calif., Aug. 24, 2001 - AmeriSource
Health Corporation (NYSE: AAS) and Bergen Brunswig Corporation (NYSE: BBC) today
announced that the Federal Trade Commission has closed its investigation of the
proposed AmeriSource and Bergen Brunswig merger.
As are result, the FTC has terminated the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and the two companies are free to
proceed with their combination.
Each company has scheduled a special shareholders' meeting for approval
of the merger for Wednesday, August 29, 2001. The transaction is expected to
close by the end of August 2001.
On March 19, 2001, AmeriSource and Bergen Brunswig announced that they
had entered into a merger agreement to create a new company named
AmerisourceBergen Corporation.
Under the terms of the agreement, each share of Bergen Brunswig common
stock will be converted into 0.37 shares of AmerisourceBergen common stock and
each share of AmeriSource common stock will be converted into one share of
AmerisourceBergen common stock.
About AmeriSource
AmeriSource Health Corporation, with approximately $14 billion in annualized
operating revenue, is a leading distributor of pharmaceutical and related
healthcare products and services, and the industry's largest provider of
pharmaceuticals to acute care/health systems customers.
Headquartered in Valley Forge, PA, the Company serves its base of about 15,000
customer accounts through a national network of 22 strategically located drug
distribution facilities. For news and additional information about the Company,
visit its web site at www.amerisource.com.
About Bergen Brunswig
Bergen Brunswig Corporation, headquartered in Orange County, California, is a
leading supplier of pharmaceuticals and specialty healthcare products as well
as information management solutions and consulting services. Bergen's customers
include the nation's healthcare providers (hospitals, nursing homes,
physicians), drug stores, manufacturers and patients.
Through its subsidiary companies, Bergen provides product distribution,
logistics, pharmacy management programs, and Internet fulfillment strategies
designed to reduce costs and improve patient outcomes across the entire
healthcare spectrum. Bergen Brunswig press releases are available on the
Company's web site at www.bergenbrunswig.com.
Forward-Looking Statements
The matters discussed in this press release may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act of 1934. Certain forward-looking statements can
be identified by the use of forward-looking terminology such as `believes',
expects', `may', `will', `could', `should', `seeks', `approximately', `intends',
`plans', `estimates', or `anticipates', or the negative thereof or another
comparable terminology, and statements addressing the timing, benefits and other
aspects of the proposed merger. The following factors, among others could cause
actual results to differ materially from those described in the forward-looking
statements: inability to obtain or meet conditions imposed for government
approvals for the transaction; failure of stockholders of AmeriSource and Bergen
to approve the merger; the risk that the businesses of AmeriSource and Bergen
will not be integrated successfully; failure to obtain and retain expected
synergies; and other economic, business, competitive and/or regulatory factors
affecting the business of AmeriSource and Bergen generally.
The inclusion of forward-looking statements in this press release by AmeriSource
and Bergen should not be regarded as representations by the companies that the
plans of AmeriSource and Bergen or AmerisourceBergen will be achieved.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. AmeriSource and Bergen
assume no obligation to update the information contained in this press release.
Additional Information
In connection with their proposed merger, AmeriSource and Bergen Brunswig filed
a joint proxy statement/prospectus with the Securities and Exchange Commission.
Investors and Security Holders Are Advised To Read the Joint Proxy Statement/
Prospectus Because It Contains Important Information.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by AmeriSource and Bergen
Brunswig at the Securities and Exchange Commission's web site at www.sec.gov.
The joint proxy statement/prospectus and such other documents may also be
obtained for free from AmeriSource or from Bergen Brunswig by directing such
request to AmeriSource Health Corporation, General Counsel, 1300 Morris Drive,
Suite 100, Chesterbrook, Pennsylvania 19087-5594, Telephone: (610) 727-7000; or
to Bergen Brunswig Corporation, Attention: Corporate Secretary, 4000
Metropolitan Drive, Orange, California 92868-3510, Telephone: (714) 385-4000.
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